Freshlocal Solutions Inc. — AGM Information 2020

Sep 11, 2020

RAINY HOLLOW VENTURES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, OCTOBER 8, 2020

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of Rainy Hollow Ventures Inc. (the "Company") will be held at the Suite 1703, 595 Burrard Street, Vancouver, British Columbia V7X 1J1, on Thursday, October 8, 2020, at 9:30 a.m. (Vancouver Time), for the following purposes:

• 1. to receive and consider the audited financial statements of the Company for the financial year ended November 30, 2019, together with the notes thereto and the auditors' report thereon;
• 1. to fix the board of directors of the Company (the "Board") to be elected at the Meeting at four (4) members;
• 1. to elect the Board for the ensuing year;
• 1. to ratify and approve the Company's stock option plan and authorize the directors to make such changes to the Plan as may be required by the TSX Venture Exchange without further Shareholder approval; and
• 1. to appoint Davidson & Company, LLP, Chartered Professional Accountants, as auditors of the Company for the ensuing year at such remuneration as may be fixed by the Board; and
• 1. to transact any other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The details of all matters proposed to be put before the Shareholders at the Meeting are set forth in the Information Circular of the Company accompanying this Notice of Annual General and Special Meeting.

Conduct of the Meeting due to COVID 19

Due to the ongoing concerns about the Coronavirus (COVID-19) and the state of emergency currently in place in British Columbia, the Company encourages Shareholders not to attend the meeting in person but via teleconference using the following dial-in numbers:

DIAL-IN NUMBERS	CONFERENCE ID CODE
1.866.895.5510 (Toll Free North America)	2040335#
1.858.384.5500 (Outside of US and Canada)	2040335#

Since the COVID-19 pandemic is evolving, the Company will continue to monitor and review provincial and federal governmental guidance and may implement measures to reduce the risk of spreading the virus at the Meeting. The Company will provide updates in respect of the Meeting by way of news release available from SEDAR at www.sedar.com, where copies of such news releases, if any, will be posted under the Company's profile.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournment thereof in person are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be valid, the proxy must be received by Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) prior to the Meeting or any adjournment or postponement thereof. Registered Shareholders may also use the Internet (www.voteproxyonline.com) to vote their Common Shares.

If you are an unregistered shareholder of the Company and received these materials through your broker or another intermediary, please complete and return the form of proxy or voting instruction form provided to you by such broker or through another intermediary, in accordance with the instructions provided. Late forms of proxy may be accepted or rejected by the Chairman of the Meeting in his sole discretion and the Chairman is under no obligation to accept or reject any particular late form of proxy.

The record date for determination of the Shareholders entitled to receive notice of and to vote at the Meeting is September 3, 2020 (the "Record Date"). Only the Shareholders whose names have been entered in the register of Common Shares on the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

DATED this 3 rd day of September, 2020.

BY ORDER OF THE BOARD OF DIRECTORS OF RAINY HOLLOW VENTURES INC.

(signed) "Michael Atkinson" Chief Executive Officer, Chief Financial Officer and Director